STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into this
28th day of April 2006 by and among EVOLVE ONE, INC., a Delaware corporation
("EVLO"), IRWIN HOROWITZ ("Horowitz"), DIVERSIFAX, INC., a Delaware corporation
("Diversifax") and CERTAIN PRINCIPAL STOCKHOLDERS OF EVLO in addition to
Horowitz and Diversifax as listed on the signature pages and
(Horowitz, Diversifax and such other stockholders are hereinafter sometimes
referred to collectively as the "Stockholders"), and the purchasers of common
stock consisting of PROGRESS PARTNERS, INC., a Florida corporation, YEWEN XI and
DAVID STEIN (collectively referred to as the "Purchasers").
A. The Stockholders are the beneficial owners of 42,692,228 shares of Common
Stock of EVLO hereinafter described, exclusive of any warrants or options to
purchase Common Stock of EVLO;
B. It is the intention of the parties hereto that: (i) the Purchasers shall
acquire 41,557,078 shares of Common Stock (the "Shares") of EVLO from the
Stockholders in consideration for the payment described below (the "Stock
Purchase"); and (ii) the Stock Purchase shall qualify as a transaction in
securities exempt from registration or qualification under the Securities Act of
1933 (the "Act"); and
C. The Stockholders and Purchasers agree that in order to facilitate the Stock
Purchase that the Stockholders will deposit the Shares in escrow, and the
Purchasers will deposit the consideration therefor in escrow pending the closing
of the Stock Purchase.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties hereto
agrees as follows:
SECTION 1. PURCHASE OF SHARES
1.1. Share Purchase. The Stockholders and the Purchasers hereby agree that the
Purchasers shall on the Closing Date purchase from the Stockholders the Shares
in consideration for $371,661 and other consideration as hereinafter provided.
The cash payment that each of the Stockholders is to receive and the Shares of
each of the Stockholders beneficially owned by them and to be delivered in
escrow for ultimate transmittal to the Purchasers is set forth on Exhibit A
hereto. Concomitantly, the number of the Shares which each of the Purchasers
will be entitled to receive pursuant to this Agreement is also set forth on
Exhibit A hereto.
1.2. Discharge of Certain Expenses. Upon execution of this Agreement, the
Purchasers agree to defray the expenses to be incurred by Webb & Company, P.A.
and Schneider Weinberger & Beilly LLP in connection with the completion of the
fiscal 2005 year end audit, and the preparation of the Annual Report on Form
10-KSB to be filed by EVLO with the Securities and Exchange Commission. Except
for any liabilities associated with such professional services not discharged at
the time of the closing of this transaction, at the time of Closing (hereinafter
described), there shall be no liabilities of EVLO. In addition, at the time of
Closing, Purchasers shall reimburse Diversifax for expenses incurred and paid by
Diversifax in the amount of $53,339.
1.3. Investment Intent. The Shares have not been registered under the Act and
may not re resold unless the Shares are registered under the Act or an exemption
from such registration is available.
The Purchasers represent and warrant that they are acquiring the Shares for
their own account, for investment, and not with a view to the sale or
distribution of the Shares. Each certificate representing the Shares will have
legends thereon incorporating language as follows:
"The shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Act"). The shares have been acquired
for investment and may not be sold or transferred in the absence of an effective
Registration Statement for the shares under the Act unless, in the opinion of
counsel satisfactory to the Company, registration is not required under the
1.4. Escrow Arrangements. Upon execution hereof by the Stockholders and the
Purchasers and pending the closing, $371,661 shall be deposited in a
non-interest bearing escrow account with Schneider Weinberger & Beilly LLP as
escrow agent (the "Escrow Agent") together with the Shares, pursuant to the
terms of an Escrow Agreement attached hereto as Exhibit B. Subject to
satisfaction of the terms and conditions of this Agreement, on the Closing Date,
(i) the Escrow Agent shall deliver to the Purchasers in accordance with the
terms of the Escrow Agreement the Shares, which shall be duly executed and with
appropriate medallion guaranteed stock powers and corporate powers as required,
and (ii) the Escrow Agent shall deliver to the Stockholders the consideration
payable to each of the Purchasers as listed on Exhibit A hereto. By execution of
this Agreement, the Stockholders agree to the terms and provisions of the Escrow
Agreement, notwithstanding that they have not executed the Escrow Agreement.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
The Purchasers hereby represent and warrant as follows:
2.1. No Breach. The Purchasers are duly authorized to acquire the Shares, and
the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby will not violate, conflict with or
result in the breach or a default under any contract or agreement to which any
of the Purchasers is a party.
2.2. Ownership of Common Stock. The Stockholders are the beneficial owners of
the number of shares of Common Stock listed on Exhibit A hereto and have no
beneficial ownership of any additional shares of common stock of EVLO except for
common stock issuable under options or warrants previously issued to them.
2.3. Brokers or Finders. No broker's or finder's fee will be payable by the
Purchasers in connection with the transactions contemplated by this Agreement,
nor will any such fee be incurred as a result of any actions by the Purchasers.
2.4. Full Disclosure. No representation or warranty by the Purchasers in the
Agreement or in any document or schedule to be delivered by them pursuant
hereto, and no written statement certificate or instrument furnished or to be
furnished to EVLO pursuant hereto or in connection with the negotiation,
execution or performance of this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state any fact necessary
to make any statement herein or therein not materially misleading.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF EVLO, HOROWITZ AND DIVERSIFAX
EVLO, Horowitz and Diversifax hereby represent and warrant to the
Purchasers as follows:
3.1. Organization, Good Standing and Capitalization. EVLO is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and is entitled to own or lease its properties and to carry on its
business as and in the places where such properties are now owned, leased or
operated and such business is now conducted. The authorized capital stock of
EVLO consists of 10,000,000 shares of "blank check" preferred stock, of which no
shares are presently issued and outstanding, and 1,000,000,000 shares of Common
Stock, of which 52,451,348 shares are presently issued and outstanding.
Outstanding options, warrants and convertible securities are listed in Schedule
3.1 hereto. EVLO is duly licensed or qualified and in good standing as a foreign
corporation where the character of the properties owned by EVLO or the nature of
the business transacted by it make such license or qualification necessary,